A Dark Harmony
by the-baas
Summary: It is been two years since Nightmare Moon was defeated. Harmony is abound across Equestria and all seems well, But Luna knows it isn't. In order to escape her prison she made a deal with the devil, who is yet to collect. When Luna must finally pay for her side of the deal, can she survive it? Will chaos rule Equestria? The Elements of Harmony won't be able to save us now.
1. Chapter 1

**Special thanks to _Reasons Lost _taking time to edit this chapter for me. Without your eye and advice I would have published with the same mistakes I (embarrassingly) always make and Celestia would be way out of character.**

**Special thanks also to REVOLuTiontte En Casca for helping me with the flow and introduction to the "villain." Much appreciated.**

**My first attempt at fan fiction. If this seems a little short it is because I need a good anchor for my story. Other Chapters will be longer. This was actually pretty fun to write.**

* * *

Chapter 1: A Deal With the Devil

It was twilight when he showed up at Canterlot Castle. All was normal, Celestia was sitting in her throne room winding up the day, and Luna was in the library feverishly going through various books. She had taken up spending her days in the library going over myths and legends. Luna was clearly looking for something in the old ponylore. Celestia had once pointed out to her younger sister that these stories were old mares tales, to which Luna replied, "So was the mare in the moon if I am not mistaken." Celestia decided to leave Luna to her books after that. She was taking her duty ruling the night very seriously. All was peaceful in Equestria, until he showed up.

Nobody saw him arrive and the guards still to this day swear he just materialized at the end of the great hallway leading up to the throne room. He walked up to the guard and claimed he had an appointment with the princess. He was cloaked and the guard could not see who (or even what) he was. He was told to come back the following day, partly because the princess had no appointments after four o'clock, and partly because this strange visitor seemed off. He was very adamant that he do see the princess right away. Eventually the guard gave in and let the visitor into the throne room.

Celestia had just taken down the sun when he barged in. She had never seen this visitor before. Something was queer about him. It unnerved her, but she remained polite regardless. "I'm sorry, but I have no more appointments today. Maybe you can come back tomorrow. The guard should not have even let you in."

The visitor did not remove his cloak when he spoke. His voice hissed with every syllable in a snakelike fashion. This visitor was clearly not making a friendly visit. "My apologies Princess Celestia. I am so sorry to barge in on you like this. I do in fact have an appointment, an appointment with your sister. If you would be so kind as to inform her of my arrival..."

"Luna isn't here right now," Celestia told him calmly. "She is off bringing in the night. There is no way she could have any appointments right now. I'm sorry, but you can come back later."

Just then Luna came trotting into the throne room, unaware that her topic of study was standing in that very room. "Alright sis, I'm off. See you tomor-" Luna cut off when she caught sight of her appointment. Luna immediately started shaking in dread. "No. Not you, not now."

"I have come to collect on your side of our deal," the visitor began, "you do remember our deal, right Nightmare Moon?" Luna flinched at the mention of her other name. The visitor removed his hood, revealing his horn. He had a dark coat, a crimson mane, and dark soulless voids where the eyes should be. The eyes had clearly seen such evil; jaded to the point where the cruelty and suffering they had witnessed reflects out of the gloss formed by staring into them. Celestia had to look away after only a few seconds. The length of his horn did not suggest that they were talking to a unicorn. The mysterious visitor was an alicorn, and alicorns could be very dangerous.

"I remember," Luna softly whispered, "but I thought the deal was invalid. Otherwise why wait this long to collect?" Luna knew something, this alicorn knew something, and Celestia had no idea what it was. Luna had kept Celestia completely in the dark about any deals she may have made with anypony. Somehow Celestia knew that the harmony in Equestria was under attack right here before her eyes, and she was powerless.

"Now hold on, what deal is this? What is going on, Luna?" Celestia asked, not being able to stay silent any longer. She had to say something. She hated feeling powerless, out of the loop. It reminded her too much of seeing her sister descend into madness. Luna wouldn't even look her sister in the eye and the alicorn wasn't betraying anything to Celestia that might hint as to what was going on.

"Remember how I escaped the moon?" Luna began slowly. "That was a really strong binding spell you cast. There is no way I could have escaped alone. So-"

"-she made a deal with me. I would help her in exchange for something I want," the alicorn finished. He seemed quite pleased with himself. "She made a deal with the devil. Now I want what's mine. My children of the night must now be allowed to walk in Equestria, doing as they please. Sounds like fun doesn't it?" The alicorn started laughing. "Well, it won't be as much fun now as it is no longer night eternal thanks to your damn student, Celestia. Who the hell does Twilight Sparkle think she is, ruining the night for me and my children?"

"Twilight Sparkle was acting entirely under my orders. If you have a problem with her actions, discuss it with me, but leave her out of this. She is just a filly," Celestia defended. "Who are you anyways, who sent you? Was it Discord?" Celestia asked calmly with her panic rising inside. The implications of her theories were catastrophic. "Where you sent by some lord of Tartarus?" The alicorn didn't answer. "Luna, do you care to tell me who this is?" Luna still wouldn't look her sister in the eye.

"Sis, he told you who he was," Luna replied softly. "He told you when he said who the deal was with. I'm sorry, but this isn't Discord, or a lord from Tartarus. That would make things easy. I'm afraid it is worse than both combined."

Celestia took a moment to think this one through. _Whom __can __be __worse __than __Discord __and __a __lord __of __Tartarus__,_ she thought. _Lets __see__, __he __said __the __deal __was __with __the __devil__. __Deal __with __the __devil__._ Celestia froze. She knew who this was. _It __can__'__t __be__!_ Celestia took another look at the stranger, then Luna, then said, "Beelzehoof, you make a deal with Beelzhoof. Luna, my sister, made a deal with Beelzehoof, who now stands before me demanding he get his payment. How could you be so _stupid__!?_" Celestia could not help herself from yelling at her younger sister. The recklessness of her actions was astronomical.

Luna went over to Celestia and meekly said "I am sorry sis." That wasn't going to cut it.

"You made a deal with Beelzehoof, and all you can say to me is 'sorry sis.' 'Sorry sis' doesn't cut it when you have caused a major crisis for Equestria. Your immaturity little sister, may have doomed us all."

"I will fix this. Trust me" Luna pleaded

"No, you have done enough. Let me fix your mess, again little sister." Celestia rather angrily replied.

"Just shut up!" Luna screamed at Celestia. "Both of us are thousands of years old, yet you treat me still like a little filly who doesn't have the wisdom to make her own choices. You want to know why I was always in the library studying ancient ponylore? The answer is right in front of you. I had hoped it wouldn't come to this, but now it has. Right now I am the only one who has any clue whatsoever on how to fix this. So just shut the fuck up and let me!" Luna was clearly holding nothing back. Clearly this was built up and just then getting released. Celestia recognized her sister was right and decided to let her fix this mess.

"Ok, fix this Luna. You have one chance to prove to me you can." Celestia surrendered reluctantly.

Luna turned to face Beelzehoof, who seemed to enjoy watching their little spat. "Our contract was that you would only try to collect after two conditions are met. The first condition was that I was in control of the night once more, the second was that I banished the sun and night was eternal.

"That was our deal. Good to see you remembered it, Nightmare Moon. Do you see any reason to deny me what's mine?" Beelzehoof asked.

Much to the surprise of Celestia (and apparently Beelzehoof based on his reaction) Luna replied, "Yes, in fact I do." Celestia was about to tell Luna to shut up, she blew her chance when Luna shot her a look that said _relax__, __I __got __this__. __This __is __all __part __of __the __plan__._ "Only half the requirements are met. I am in control, but the night is not eternal. Therefore our deal must be amended. Since you want to collect on half, I can pick another half of the deal that must be followed through. You can have your children walk in Equestria, but only at night, of course. I want to add to the deal a requirement which dictates when they must leave. Do as you wish, but if the Elements of Harmony survive you and your children, then you must return everything to its original state and leave Equestria."

"What makes you think I agree. Your sister is right, you are a fool Nightmare Moon." Beelzehoof jeered. But Luna just shook her head.

"We bound our agreement in blood-"

Celestia couldn't stay quiet through this piece of information. "YOU WHAT! not only did you make a deal with the devil, but you BOUND IT IN BLOOD!" Luna pretended Celestia hadn't said anything and continued.

"-and the weight of the agreement must be equal to the weight agreed in blood or we both should die. In my research I first looked into how these agreements work. You can get less than what we bled upon so long as I consent. Well, I do not consent, for that would make me a fool. You make a mistake coming here, counting on my ignorance. My terms are as stated. Do _you_ see any reason to deny me what is mine?"

"Luna..." Celestia was unable to say anything out of awe for her sister. She understood the plan. Luna was a force to be reckoned with. In her deal with the devil, she was winning.

Beelzehoof was not happy with this development. However, there was nothing he could do in spite of it. "I... agree to your terms. Should the Elements of Harmony survive I will pack my bags and leave erasing this whole ordeal. Everything. This should be fun, actually; gives me a project. I think I will start here, with you two."

Beelzehoof horn started to glow a sinister red. Energy then shot out of it hitting both Celestia and Luna. Luna felt a strange tingle all around her when the energy hit. It only lasted what seemed like a few seconds. After it stopped Luna turned to face Beelzehoof who was standing in front of a window. His back was to both of them. Strangely it was night out.

"I hope you don't mind," he began with his back still turned, "but I changed to night for you tonight. Think of it as an act of good faith. This will be fun indeed." Luna turned look at her sister for reassurance, but was shocked at what she saw. Celestia was just getting up from getting hit with Beelzehoof's magic. Clearly it wasn't a stun spell Beelzehoof cast on them. Her sister was bigger and menacing looking. She seemed to be lightly plated in gold. To Luna, Celestia looked like her equal to Nightmare Moon_. __No__,_ Luna looked at her reflection in the window and sure enough she was in Nightmare Moon's body once more. There was something more Luna noted. She had long predatory fangs protruding from her mouth, not quite unlike the Changlings. Celestia had them too.

"I need to go warn Twilight," Celestia decreed still oblivious to her new form. Celestia ran through the open window and immediately fell to the ground in agony. "L-luna... hel-p m-me. It-t hurts!" Luna raced over to her sister and pulled her inside. Celestia recovered only after half a minute. She stood up and faced Beelzehoof. "What the hell did you do?!" In doing so Celestia caught her reflection. "N-no, no no NO NO NO!" She fell to the ground weeping. "This isn't happening. This isn't happening. No no no." Luna went over to try and comfort her sister. Luna knew that this was hard for her older sister, who was used to being at least a little bit in control. This was the first time Celestia was in a situation where she had no control.

Beelzehoof just laughed."Oh how the mighty have fallen. Look at you, Celestia. That is no way to behave. You're supposed to be strong, wise and in control. If this is all it took to strip that from you then this will be fun indeed." Luna shot him a dirty look."I guess I do owe you the knowledge of what I did. I won't explain everything as that would spoil the fun, but I can tell you this. Celestia, the reason that you feel so weak is that you are now deathly allergic to moonlight. More I won't say."

"What about me?" Luna asked desperately. This development caught her completely by surprise. He hadn't expected Beelzehoof to do something like this. Clearly her victory was short lived.

"You're a smart filly, you figure it out." Beelzehoof replied. "Now if you ladies with excuse me, I have some mischief to cause." with that Beelzehoof vanished as quickly as he appeared.

"Luna..." Celestia said softly. Luna wasn't paying attention. Suddenly she understood what Beelzehoof did to her.

"Sunlight. I am allergic to your sunlight. Makes sense when you think about it." Luna said absently.

"Luna, you need to go warn Twilight. Now." Celestia said calmly with deep traces of fear.

Luna caught what her sister said. "I know. Once again Equestria's fate lies with her and her friends. I just hope she is strong enough. Stronger than me." Luna said shamefully. Celestia didn't say anything. Nothing she could have said would comfort Luna now. Without saying anything Luna took off out the window for Ponyville.

_God speed __little __sister__. _Celestia thought silently. After that she started getting strangely hungry.

* * *

_This concludes the first chapter in this story. If Celestia seemed a little out of character, i am sorry. What I was going for was portraying Celestia, who always seems to bee somewhat in control in any situation, suddenly involved in a situation where she has no control. Also if anyone is wondering where the name Beelzehoof came from in my mind, the story is simple. I was trying to think of a name for the demon pony while listening to Bohemian Rhapsody. I heard the lyric, "Beelzebub has a devil put aside for me," and decided then to go with Beelzehoof. Why not eh?_

_Anywho, in the next chapter Luna meets up with the mane six informing them of the situation, Celestia and Luna figure out what more there is to Beelzehoof's curse._

_My computer is being wierd, so it may take a while._

_Peace out, and remember;_

_Bronies before ponies_


	2. Chapter 2

Something was off. Twilight Sparkle knew this as soon as the moon didn't come out at the right time. There was a brief period of time when Luna resumed her duties where she ran the bringing in of the night just a little late. That was two years ago, and she was never running this late. Something must of come up at Canterlot Castle that was causing the delay. At the moment Twilight wasn't worried. She was too busy taking the rare opportunity to admire the dusk.

"The sky sure is pretty after the sun sets," Spike observed. Spike sometimes had a knack for saying exactly what Twilight was thinking. "I mean, we don't get to see the sky like this very often. Princess Luna is pretty good at putting up the night before anypony has a chance to appreciate the twilight. I wonder why she is running this late."

"I don't know Spike," Twilight answered, "but I don't think it is anything major, or Princess Celestia would have contacted me. Something probably came up causing a delay." Twilight supposed. _Truly __there __was __no __reason __for __alarm__. __Celestia __tells __me __everything__. __Unless__,_ Twilight thought,_Princess __Celestia __and __Princess __Luna __are __in __danger __and __are __unable __to __send __a __message __to __me__. __The __harmony __in __Equestria __could __be __destroyed __and __I __wouldn__'__t __even __know __it__!_ Spike shot a look at Twilight that said _Really__? _and Twilight, taking the hint, calmed herself. _No__, __that __would __be __ridiculous__. _She thought when suddenly, without warning, the night came.

"That was strange. Usually we see Princess Luna fly across the sky when she brings in the night."

"Your right Spike, that was odd." Twilight agreed. "Still, it is now night. We should get back to the library and into bed. We have a busy day tomorrow with learning those muting spells. Just think, I get to go all of tomorrow in quiet," she said with a jest. Spike, however looked a little less enthused. Twilight laughed at her assistant. Something was starting to bug her, however. _Spike __is __right__. __This __night __did __come __on __a __little __quick__. __The __fastest __it __ever __has__. __Usually __it __takes __Princess __Luna __two __or __three __passes __to __bring __on __the __night__. __Tonight __it __happened __without __one__. __I __got __a __bad __feeling __about __this__._

"Twilight," Spike called suddenly, "watch out for the-" Twilight crashed into the door to the library. She was so lost in thought she lost track of time and where she was.

"Thanks," she responded loosely. They had arrived home, or at least their home in Ponyville. Before they moved here they lived at the castle with Princess Celestia, but when Twilight was assigned to live in Ponyville arrangements were made for her to make her home at the library. This also made her the librarian, a duty that she took up without much effort as she was pretty much the only pony who used it.

They went inside and Twilight got what she was secretly dreading: a letter from the princess informing her of a crisis, and a call to arms for her and her friends. The worst part was that the letter also spoke of Princess Luna coming over in person to tell them about what's wrong. Twilight didn't have much time to read into whatever this might mean, she needed to gather her friends.

* * *

Luna flew by night to reach Ponyville. It was going to take less time than she thought because Beelzehoof's spell somehow made her stronger. _I __hope __I __don__'__t __get __there __early__,_ she thought to herself. She was afraid. Beezlehoof was powerful, and evil. There was clearly more to her transformation than a simple make over. Luna shuddered to think of what else he might have done to her. She arrived at Ponyville five minutes earlier than expected.

"Maybe I will fly around a bit," she said to herself out loud. _Why __am __I __afraid __to __get __there __early__?_ Circling over Ponyville gave Luna more time to think. _What __is __there __to __be __afraid __of__?_ With that thought she was brought back to her last visit to Ponyville.

* * *

It was a year ago on Nightmare Night, a feast held in the honor of her, Nightmare Moon. Her sister had told her that she needed to get out more and mingle amongst their subjects. Luna was shy about the idea but Celestia was very persistent in convincing her to go. She pointed out that the only reason Luna went mad in the first place was a lack of recognition from anypony, who were not awake to appreciate the night. Tonight they would be awake, and tonight was the perfect opportunity. Celestia clearly hadn't forgiven Luna for Nightmare Moon, bringing it up every chance she got._Well__, __Nightmare __Moon __was __your __fault__,_ Luna thought, _maybe __if __you __payed __a __little __more __attention __to __me__, __none __of __this __would __have __happened__._ Luna didn't have the guts to say this to her sister's face, so reluctantly she agreed.

Luna arrived in Ponyville to discover to her horror what her image had become in the thousand years she was imprisoned. Her image was a joke; a figure used to scare young colts and fillies before bed. This stung Luna greatly, but not as much as the reaction she got when she announced her arrival. Instead of mingling, everypony was afraid of her and ran. The only pony not to run was Twilight Sparkle, the pony who stopped her with the Elements of Harmony, as well as Celestia's student. Twilight was the only pony who was kind to her and eventually helped Luna get accepted in Ponyville. For the first time, Luna felt like she actually had a friend.

* * *

Luna snapped right back to reality when something zoomed by right in front of her. _Rainbow __Dash__,_ Luna realized,_had __she __seen __me__?!_ What was she so afraid of? They had met before, they were on good terms. The last time they met Luna scared Dash who was about to scare someone else. Afterwards they laughed about it. They really didn't talk the first time they met; Rainbow Dash had wielded the Element of Loyalty against her. Luna didn't really talk to anypony until that night.

_I __am __afraid__,_ she realized,_of __being __feared__, __hated__._ Deep down Luna knew she found what was holding her back. The fear of rejection was at the core of Luna's character. She was always living in the shadow of her sister, both figuratively and literally. Luna desired to step out and be her own pony so bad, but feared she couldn't. "Am I doomed to forever be hidden by the shadows cast by the sun?" she asked aloud to the night.

Luna looked down at Ponyville once more. The streets were empty save for a two ponies, one dark coated and the other clearly with an orange hide. Luna knew that this pair was Twilight fetching Applejack. _Everypony __must __already __be __there__,_ Luna thought, _Applejack __would __take __the __longest __to __get __into __town__._ The pair arrived at the library confirming Luna's suspicions were correct. With all of Twilight's friends at the library, it was time to go meet them.

* * *

Twilight and Applejack arrived together at the library and Twilight was pleased to see that they were the last to arrive. Rarity was there with curlers in her mane looking none too impressed that she was missing, as she called it, her beauty sleep. This made no difference to Spike, however who was standing around gawking at Rarity. Fluttershy was conversing with Owlowiscious, and seemed to be having a rather engaging conversation despite only getting _who_ as a response. Pinkie Pie was being well, Pinkie Pie and proving that her seemingly endless supply of energy was not confined to daylight hours. Rainbow Dash noticed Twilight had arrived with Apple Jack.

"Hey Twilight, Applejack," she greeting.

"You came." Twilight said, not necessarily to Dash, but to everypony present.

"Of course," Dash answered, "when I heard Equestria was in danger, I couldn't just leave it hanging."

"Well what is the problem," Rarity asked rather annoyed, "could this crisis really not be dealt with in the morning?"

"Ah am wonderin' the same thing Twilight. You were pretty tahght lipped on ahr walk here." Applejack put in. "Just what in tarnation is the all hurry?"

"I guess I haven't told you girls everything," Twilight admitted. "I'm sorry about that, but the truth is that I don't even know. I got a letter from Princess Celestia warning of a crisis that only we can stop. The letter didn't say what the crisis was exactly, but it did tell me to gather all of you here and wait for Princess Luna to fill us in."

"Umm... Twilight," Fluttershy said in her quiet manner, "why is Princess Luna coming over to explain? Doesn't Princess Celestia console you herself on this sort of thing?" A softthump was heard outside the door.

"I guess we can ask Luna herself." The door opened behind Twilight. Pinkie Pie screamed and pointed at the doorway, in a similar fashion to the way she reacted to Luna a year ago. Twilight was about to scold Pinkie when Fluttershy froze up letting out a silent, frightened squee. Rainbow Dash and Apple Jack got into a stance ready to charge. Rarity was the only one to speak. "My god! Its..." Twilight turned to face the doorway and saw standing there to her horror, Nightmare Moon.

* * *

The reaction Luna got was the one she expected, but still hurt nonetheless. They were ready to fight her. They feared her.

"The Elements! Where are the Elements?" Rainbow Dash yelled out in a panic.

Luna answered to calm the situation, "They are safe, but they can't fix this mess, my mess."

"Oh yeah? What does that mean?" Dash retorted. Luna just stared at the floor. What seemed like hours went by when Luna felt somepony wrap a leg around her.

"P-princess Luna?" Fluttershy asked cautiously. Luna nodded, and everypony seemed to relax. "What happened to you?" Fluttershy asked.

"I am afraid that is why I am here." Luna answered. "It is bad, I won't lie. Do you remember how I escaped from the moon...

Luna spent the next two hours explaining the whole situation. Twilight and her friends were far more understanding than her sister, though Twilight's attitude did somewhat mimic Celestia' , Luna thought. When Luna was finished there was silence for a brief time.

"Beelzehoof huh? Aww shit this is bad. Pardon mah french." Applejack said breaking the silence.

"What are the fangs for?" Rainbow Dash asked.

"I don't know. Beelzehoof told my sister she was allergic to moonlight and inferred that I am allergic to sunlight." Luna replied.

"But he didn't actually say you were allergic to sunlight?" Twilight asked, eyeballing the bookshelf. Clearly she wanted to start researching this right away.

"No," Luna admitted, "but the way he inferred it suggested that I was allergic to sunlight. He also inferred that there is more to-this."This referred to her transformation. "It is late, and Celestia wants Twilight to go to Canterlot tomorrow at noon. I should be going now, before the sun rises."

"Wait," Luna heard from behind her. It was Rarity who spoke up. "Your highness, it is late and you must be tired. Too tired to fly all the way to Canterlot. You need to rest. Why not come stay at my house, if only to rest up a bit before your journey." Luna agreed to rest briefly at Rarity's. Rarity was uplifted higher than the clouds when Luna agreed. "Princess Luna, in my store. How wonderful."

Rarity hurried Luna out the door and down to her shop. Luna, despite an increase in strength could not resist the dressmaker's pull.

Thankfully the streets of Ponyville were empty at this time of night. Luna did not want another confrontation with anypony else, not like this. Twilight and her friends were actually pretty understanding of the situation, but Luna wasn't sure everypony would share their sympathy. They arrived at Rarity's before long.

"I thank you Rarity for your hospitality," Luna said thankfully, but not entirely focused. She was starting to get hungry.

"Well I wouldn't be the Element of Generosity if I didn't offer you a chance to stay at my store; being exposed to my outfits. Say princess, are you alright? You are looking pale all of a sudden." Rarity was right. Luna looked in a mirror and she did look slightly more pale than she did a few hours ago.

"N-no its nothing really. I am just a little hungry, that's all," Luna replied. Luna did not feel well at all, and she felt that this hunger had something to do with it. It was strange. It almost seemed as if it was trying to control her. Ridiculous! Luna told herself, and she just shrugged it off. Rarity came and wrapped her leg around Luna.

"Of course, silly me. I should have offered you something as soon as we got in. Pardon my rudeness." Rarity said. Being this close to another pony caused Luna's hunger to flare and a flash of red before her eyes. Luna blanked out, almost responding to pure instinct for a moment before she got herself under control.

"That would be... nice. A snack would be nice," Luna replied, and Rarity took off toward the kitchen. _What in the seven provinces of Tartarus was that all about! _Luna wondered._ I mean, I blanked out as soon as she made contact._

"Princess, I am not sure what you like. Could you come in here and I can whip you something up?" Rarity called out from the kitchen.

"Alright," Luna responded, and made her way into the kitchen.

* * *

Rarity had her head in the fridge looking through various leftovers when Luna entered. She was so eager to please the princess she paid no mind to what was going on around her. Had she been paying attention to detail as, was her tendency, she would have noticed that the princess almost seemed to be stumbling when she stepped. She would have noticed that Luna almost tripped on Opal's favourite cat toy left out on the floor, or Sweetie Belle had tried her hoof (rather unsuccessfully) at stitching patterns into her table cloth. All this aside, there is a chance she would have noticed the alicorn peering into her window. Her attention was instead devoted to remembering how old the contents of her refrigerator were.

"What do you want princess?" Rarity called out to Luna. Luna stumbled her way over next to Rarity at the refrigerator. "See anything you like?" the dressmaker asked.

"Mmm, not really. How old are those eggs?" mumbled Luna. If Rarity had been paying any attention to anything other than finding the perfect midnight snack she would have noticed that Luna wasn't looking at the food at all, but rather the princess was looking rather predatory at her. Alas such was not the case.

"Eggs? Oh god don't eat those! I can't even remember the last time I bought eggs. Just take anything you wa-"

This was the last thing Rarity remembered of that night.

* * *

Luna blanked out. One minute her hunger flared while standing next to Rarity being told to take what she wants, and the next Luna's hunger is gone and she has no idea where she is. She was bent over something, something warm. _The kitchen,_ she realized. As she raised her head a warm liquid dripped from her mouth. _What the hell_, thought Luna, _where did Rarity go?_ Luna looked out the window at the sky. She was able to deduce from the star positions that she could not have blacked out for any more than two minutes. Luna licked her lips. _What is thi-_

Luna never finished that thought. The princess found herself standing over the body of the white mare, whose coat was now stained red. The origin of the blood was a gaping wound on her right shoulder. The cut was made with giant incisors. Luna screamed.

"Ohmygosh ohmygosh! No, this didn't just happen. Rarity, can you hear me? Please tell me you can hear me!" Panic rising, hope fading. Luna turned her over and was about to write off the dressmaker completely when Luna got her wish, Rarity coughed. It wasn't a very strong cough mind you, but it did mean that she was alive and would recover. Luna rejoiced that she had not killed one of her subjects, and the wielder of the Element of Generosity. Crisis passed Luna got calculated.

"Rarity is going to be fine, but I can't leave this place a mess. Nopony can know what happened," Luna said aloud, "it happened so fast that i doubt even she will remember what happened." With that Luna started her clean-up using her magic. She fixed up Rarity's shoulder then placed her face down on her kitchen table. While doing so she caught a look at the patterns stitched into the table cloth.

"I hope that isn't her work," Luna mumbled to herself. She cleaned up the mess in front of the fridge, cleaned herself up, and then took off out of there like a bat outta hell.

The night was warm, kindly and inviting. Had the circumstances been different Luna would have taken her time to get back to Canterlot. It was three on the morning, and there were still ponies out enjoying the night. _Lambs to slaughter_ realized Luna as she sped on overhead. This was the first night of Beelzehoof's stay in Equestria, and from what Luna saw overhead his minions took no time moving in. She saw thirteen attacks up until that more point. The attacks troubled the princess, but not as much as what had happened at Ponyville.

_I attacked her, I attacked her and drank her blood. I am a monster, a killer. She could have died!_ Luna was pulled out of her thoughts by the clearing of a throat. She had a flying buddy, and it was the last pony she wanted to see.

"Problem?" the dark alicorn asked with a smile on his face. Luna sped up to try and outfly Beelzehoof, but she never was the fastest flyer and he caught up without much effort.

"I refuse to give you the satisfaction to gloat. Go away," Luna told him, rather annoyed. Beelzehoof did not go away.

"Gloat? Why would I do that, my dear? Watching you discover the full extent of your curse was satisfaction enough. You and your sister most certainly provide and excellent sideshow. She folded just after you left, and did not leave her victim alive. I must say you two surprise me. I would have thought it would have been the other way around."

"You bastard! You curse me and my sister, turn us into killers, and call it an interesting sideshow? Who gave you the right?"

"You did, Nightmare Moon. Our deal remember? Did you really forget already?" Luna didn't answer, and Beezlehoof took a breath. "Beautiful, isn't it?" said Beelzehoof referring to the creatures prowling below; preying on ponies in the night. "Equestria, land of bogus harmony stripped down and revealed. Liberating." Luna could take no more of this.

"Shu-" she started to shout, but when she turned to face Beelzehoof, he was gone. Luna finished the rest of the flight is quiet, thankful that the whole episode with Rarity turned out fine. Little did she know that it didn't.


	3. Chapter 3

Twilight Sparkle arrived in Canterlot at noon. This wasn't the Canterlot she had grown up in. This was a Canterlot that seemed under siege, and the enemy had already infiltrated the premises. The ponies looked tired and scared. They really had no clue what was going on. The image of Canterlot mirrored that of the rest of Equestria so far as Twilight could tell. The amount of corpses left in fields beside the tracks made her sick to the stomach. It was so bad that only after a half hour Twilight started to pretend they weren't there at all. _Why __bother __with __the __grief __and __fear __when __you __can __ignore __it__? _This eventually became the attitude of everypony on that train.

Twilight had not gotten a bite to eat on the train, and barely eat breakfast. Luna did not specify a time that Celestia wanted her there so Twilight decided to get a bite to eat. She went into a diner, one that she liked to go to during her official visits to Canterlot, but could never seem to remember the name of. It wasn't the classiest of eateries. It was a place that travellers passing through went to rest up, and a good place to go if you did not want to be recognized.

Once inside she saw what seemed to be the survivors of the night before. Almost everypony had some sort of wound. Most seemed to be a cut, while others seemed to have bites. There was barely any chatter. What there was was spoken in hushed voices. This was the quietest this diner had ever been in all the times Twilight had been there.

Walking up to the counter Twilight caught pieces of hushed conversation. "-you think this was an attack?"

"What the hell is Celestia doing about all this?"

"I hear the Crystal Empire is untouched. Clearly they are behind this. This is war!"

"I lost my entire caravan last night. The devil walks I say."

Twilight got up to the counter. The bartender was having a conversation with a black faced unicorn. Twilight listened in on their conversation.

"Thats right. One of Celestia's own royal guard was found mutilated outside the throne this morning," the unicorn said.

"Well thats it then. If whatever the hell is attacking folk is in the castle, then we are hooped," replied the pony working the bar.

"What confuses me is the lack of action by anypony at Canterlot Castle," said the black unicorn, "shouldn't the princess be telling us to keep calm? I can see why they would cover this up, and that scares me more. What else have they covered up?"

"Maybe she is trying to figure out what is going on so she can tell us to relax," Twilight added into their conversation. The black faced unicorn turned to face Twilight. He smiled a slightly vicious grin and seemed to slice right through Twilight.

"Perhaps," he replied, then turning to the bartender, "I do believe this should cover my tab. I think it is time I should be going."

"Stay frosty. These are some dangerous times we now live in." After the unicorn paid and left Twilight moved over onto the stool he was sitting in.

"Who was that?" Twilight asked the bartender. She was wondering how this drifter would know of any sort of cover up, if such a thing actually existed.

"Didn't get a name. Apparently he was studying at the library when this all started last night. Why, who are you?" asked the bartender suspiciously. The whole place suddenly got quiet. Everypony was staring at Twilight.

"Just somepony with business at the castle," Twilight responded trying to draw attention away from herself. That didn't work however, and the mood in the diner was growing increasingly hostile.

"What kind of business?" somepony asked from the back.

"You know something? Well do ya?" asked another pony.

"I-I don't know." Twilight said. She took off out of the diner before the situation escalated. _There __goes __lunch__, _she thought. Still hungry Twilight decided to go to the castle. _Those __ponies __were __scared __out __of __their __wits__, _realized Twilight as she thought about what just happened. _If __I __didn__'__t __leave __I __could __have __been __mobbed__. __They __seem __to __be __looking __for __a __scapegoat__._ _Why __shouldn__'__t __they__? __They __don__'__t __know __what __is __going __on__. __They __do __not __know __Princess __Luna __was __foolish __enough __to __make __a __deal __with __Beelzehoof__. __Still __though__, __say __somepony __was __actually __killed__, __I __wonder __who __it __was__._

"Hey Twili!" somepony yelled from behind her. _There __is __only __one __who __calls __me __that__! _Twilight turned around to find her older brother Shining Armour and his wife (and Twilight's old foalsitter) Princess Cadance running up toward her. Twilight ran up and embraced her older brother then performed the ritual she and Cadance had since Twilight was a foal.

"What are you doing here?" Twilight asked.

"My aunt sent me a letter asking to see me today. Your brother just tagged along." Cadence said.

"So how are things in the Crystal Empire? How bad did you get hit?" asked Twilight out of curiosity for how far spread the damage was.

"Hit by what? Everypony here seems scared. Why? Why are they scared?" Shining Armour asked. Twilight noted that both her brother and sister in-law seemed a little jumpy.

"I don't exactly know myself," admitted Twilight, "I am sure the Princess will give all of us the whole story. Don't worry, I'm sure it won't be anything too major." _Ignorance __is __bliss__, _she decided, _these __two __seem __agitated__. __Knowing __what __is __going __on __will __just __upset __them__. __They __deserve __to __find __out__, __but __it __won__'__t __be __from __me__._ "Come on, lets go to the castle together"

The walk to the castle was not a long one, but it wasn't a short one either. This fact however was lost on the trio who spent the whole time chatting about familiar things. They arrived at the castle laughing and in general high spirits. So good was their mood that the general sense of fear shared by the Canterlot Guards was lost on them. Once they got inside the walls Shining Armour left them for a brief moment.

"I am going to go say hi to a few buddies," was his excuse. This left Twilight and Cadance alone together. With one gone the mood was lost and the gloom of Canterlot Castle started to set in. The guards looked tired, and instead of saying hello to Twilight and Cadance, as was norm any other time, they kept their silence.

Cadance, being tuned to the feelings of others, was getting anxious herself. _These __ponies __are __afraid__. __I __don__'__t __know __what __of__, __but __it __has __them __all __scared__. _They were passing through the garden when, out of the corner of her eye Cadance caught a glimpse of a black face she had not seen in just under ten years and wished to never see again. _Impossible__, __he __can__t __be __here__. _This did a lot more to make her nervous, even Twilight started to pick up on it.

"Something wrong?" Twilight asked.

"It's just...Canterlot seems grim. I don't think it has ever been this depressing."

"You really have no idea what is going on do you?" Twilight said more as a statement than a question.

"You do?" Cadance inquired.

"Look, I am sure Princess Celestia will explain everything." Twilight replied. She was avoiding answering the question, or so it seemed to Cadance. They reached the the throne room door only to be met by an attendant telling them they can't go in.

"I am sorry, but you won't be meeting the princesses in here," the attendant told them. "You will instead be meeting in the library." From inside the throne room was heard raised voices and a crash which was followed up with the sound of a raging inferno.

"What the hell is going on in there?!" demanded Cadance. She was starting to get really worried with the whole situation. The fear of not knowing and being kept in the dark was beginning to drive her temperament more than anything.

"The dragon ambassador I am afraid. The dragons are severing their diplomatic ties with Equestria for the time being. Something to do with some weird superstition of theirs. Anyhow the princess had a few choice words to say about that and they have been _calmly _solving their differences for the past ten minutes."

"Calmly indeed," replied Cadance. The sarcasm brought a slim ray of light upon the gloom that had fallen upon her. "Well, lets get to the library"

"Cadance!" shouted Shining Armour as he dashed down the halls. He was still in a state of disbelief as to what he heard; his old pal Aden murdered the night before while on watch. The castle wasn't safe, and he had foolishly left his wife alone with no protection. It wasn't that Twilight didn't have the power to fend for herself or protect anyone, good god no, but it was that she didn't know how. Lucky he had found them. "Stay close to me," he ordered her.

"What?" Cadance replied rather confused. "What is going on?"

"I should be asking the same thing. The throne room is that way," he pointed opposite to the direction he found them walking, "I would think that that is the place for a royal meeting."

"Oh I wouldn't want to go in there. At least not until it has been refurbished and aired out," the attendant that was with Cadance and Twilight responded. Shining Armour was lost in the dry detached tone of the attendant, but luckily Twilight saved him from his ignorance.

"Princess Celestia is having a rather toasty disagreement with a dragon in there-"

"-and it is too bright," finished the attendant. _Too __bright__? _Shining Armour thought to himself, _What __does __that __mean__?_

"I will come with you. I don't trust these halls. You remember Aden? Well, he was murdered while on duty last night."

"So it was Aden..." Twilight said absently. Shining Armour knew that Twilight would be upset. He remembered when Twilight was just a little filly she had a crush on Aden. Aden was so kind to her. What troubled him was how she worded her statement. _So __it __was __Aden__... _Twilight knew more than she was letting onto.

The trio walked together through the stone walls of Canterlot Castle remembering Aden. The warm safe haven that they knew to be the castle was gone. It was replaced with a cold, dark fortress where the shadows seemed to creep a little farther than natural. It was as if the keepers of the once harmonious palace had decided to morph it into a dark palace. Even the oil flame lamps seemed not to burn as bright.

_Wait __a __minute__. __It __is __the __middle __of __the __day__, _thought Shining Armour, "Why did it get so dark all of a sudden?" he asked aloud.

"That would be for Princess Luna," the attendant answered. Before Shining Armour could question further the attendant spoke again. "We are at the library now. Princess Luna is already inside, Princess Celestia will be joining you shortly."

The attendant hurried them in then closed the door behind them. Shining Armour could not help but now feel locked in a dark room with his sister and wife even though this was not actually the case. The door was not locked. Cadance seemed to be sharing his feelings, but Twilight seemed pretty relaxed.

"Princess Luna," she called out.

"Over here, just trying to find a book on advanced magics... ah, here it is."

"In pegasus histories?" Twilight questioned. _Leave __it __to __Twili __to __know __the __layout __of __this __library __so __that __she __could __find __a __section __in __the __dark__, _Shining Armour thought to himself.

"Yes Twilight Sparkle, in pegasus histories. What do we pay these royal librarians for anyway?" replied the voice that seemed to be Princess Luna. Shining Armour actually hadn't heard Princess Luna speak much, and had never had even a small talk conversation with her. Despite being captain of the royal guard he would not actually recognize whether or not this voice really was Princess Luna. He was forced to assume.

"I know right? I said the very same thing at least once a week when I would study here. Being a librarian isn't that hard" Twilight replied.

"No kidding. Maybe you could teach these librarians a thing or two." Luna replied.

"Yeah. I just get Spike to do it." _Leave __it __to __Twili__._

"Is the Crystal Princess with you?" Luna asked.

"Y-yes I am here" Cadance called out into the shadows. From behind the bookcase where the voice was coming from they heard the _clop __clop_ of hooves on the cold stone floor.

_This __isn__'__t __right__. _Shining Armour thought, _I__'__ve __seen __Princess __Luna__. __She __is __just __a __small __thing__, __and __those __are __heavy __hoofsteps__. __Too __heavy __for __her__. _The pony alleged to be Princess Luna turned the corner from around the bookcase to face them. Shadows concealed all of her body save for her eyes. Cool blue eyes pierced through the darkness and locked on Cadance causing her to freeze up.

"Princess Mi Amore Cadenza?" addressed the eyes.

"Y-yes?" replied Cadance with a very tight throat that she barely made a sound. Cadance hid behind her husband and Shining Armour got ready to defend his wife. Twilight seemed calm. The eyes stepped out of the shadows to reveal a full body. The body did not belong to the Princess of the Night, but rather her corrupted other. Cadance screamed and Shining Armour understood.

"Twilight how could you! Of all the ponies, I would not expect you to go along with this. What happened? What did she do to you? Is Celestia even still alive? Answer me you bitch!" he demanded.

Twilight's response was a mixture of confusion followed swiftly by anger. "What the- of course Princess Celestia is still alive, and since when do you get off calling me a bitch!? Ass!" Twilight responded.

"I think there has been a grave misunderstanding," Nightmare Moon said. However this did little to calm the situation as the door opened and Shining Armour saw who was standing in the doorway. _Oh __no__!_

"Oh has there been a misunderstanding! At first I thought that we were in danger of an eternal night to come along with a usurper ruler, but now I see before me two of the four alicorns of the apocalypse. I bet my sister and my wife make four." His words seemed to hang in the air for a few seconds.

"Huh?" all three mares in the room said collectively. At that moment Shining Armour realized that he had jumped to the most extreme conclusion imaginable.

"Hello Twilight," said Princess Celestia. The three mares started to pretend that Shining Armour was not even in the room, "How was your trip?"

"Bad," Twilight replied, "Equestria is under attack, there is no doubt. I hope that the ponies learned a lesson from last night and will stay inside after dark from now on. Otherwise..." she trailed off.

"As I feared," replied Celestia who then shot a dirty look at Luna. "I will put a royal curfew into effect that starts at sundown. That should help."

"You aren't going to tell the public what is going on?!" Twilight exclaimed slightly appalled.

"No, it is for the best," her mentor replied.

"Excuse me for butting in, but what the hell is going on? All day I have been told that you will explain. So explain," injected Shining Armour.

"Very well, here is the latest crisis Equestria has to face."_  
_

"So why are we here?" Twilight asked after Princess Celestia had finished explaining. Twilight had heard all of what Princess Celestia had said the night previous from Princess Luna. Their accounts differed little save for personal details.

"You are here to pick up some spell books. See if you can find a spell to counter Beelzhoof's magic." Celestia told Twilight. "Cadance is here as a consultant. With all this chaos I am sure you can understand me when I tell you to close off the borders to the Crystal Empire. I am also sorry to say we can't count on any dragon aid with our situation." To Twilight laughed under her breath. _No __kidding__!_

"I understand why I should close the borders, but why am I here. What will I be consulting on?" Cadance asked, however seeming to already know the answer.

"If I recall you had a brief demon obsession a few years back." Celestia answered. Cadance started going red.

"My god I totally forgot about that! Black and red really didn't suit you dear" Shining Armour remembered.

Cadance replied to him through clenched teeth,_ "__Thank __you__."_

"The fact here is," Luna said pulling them back on topic, "Princess Mi Amore Cadenza-"

"Please, just call me Cadance," Cadence interrupted.

"Princess Cadance," Luna continued, "is the foremost expert on this topic of study. I am sure you are quite familiar with Beelzehoof?"

"More than you know," a voice from the shadows called.

"Beelzehoof, show yourself!" Princess Celestia demanded. Things were about to get interesting.

"As you wish," Beelzehoof stepped out from where Luna had been searching for a book. He had a smirk on his face, something that seemed to be his default expression. "I congratulate you for finding the one pony in Equestria that knows me best. How you doing Cadance." Cadance turned away from Beelzehoof. "Cold, Cadance. So very cold. The Crystal Empire has really affected your personality. Climate, you know?"

"Have you been following me!?" demanded Cadance.

Ever since you got off the train. Figured we could, you know, catch up?" Beelzehoof said familiarly.

"You know him _personally__!?_" Princess Celestia said with disbelief. "Please don't tell me you are friends with this-this black soul!"

Cadance replied to her aunt with a single, bile filled word. "Former," she spat.

"Former what exactly. Cadance what is-was your relationship with Beelzehoof?" Shining Armour asked his wife. Beelzehoof responded with the answer Shining Armour did not want to hear..

"Cadance, Cadance, Cadance. They know you were into me once, but not how much. Lets enlighten them, shall we? Me and that crazy mare over there were more than just friends. We-"

That was all the details Twilight heard about the nature of Cadance's relationship with Beelzehoof. Sensing the direction that Beelzehoof was headed Princess Celestia used her magic to block sound from coming into Twilight's ears. For the entire six minutes Beelzehoof ruined Cadance's reputation (and marriage) in front of the two rulers of Equestria she had only physical reactions to use as a judge for what it was he was saying.

Beelzehoof talked with much passion describing his time with Cadance. Clearly he had enjoyed it. Cadance's reaction was getting redder and redder, and after a while smaller. There were times when Beelzehoof must have mentioned something that even Cadance remembered fondly because a phantom of a smile would creep onto her face, then disappear. Her brother showed no sign of being amused. His expressions were of shock over time growing to anger. Princess Celestia and Princess Luna had almost foil-like reactions. Luna seemed to be mildly amused by the details where as Celestia held the expression of a disapproving parent the whole time. When Beelzehoof seemed to be finished Princess Celestia released the spell on Twilight's ears.

"_You __and __him __did __what__?!"_

This was the first thing she heard. Shining Armour was very angry having learned a piece of his wife's history he would rather have never learned, and Cadance hoped would remain buried. Cadence remained quiet and all the attention in the room shifted to the married couple.

"If that would be all, I think I need to have a long chat with my _wife__._" Shining Armour addressed the council. Getting no reply he and Cadance left the library, slamming the door behind them.

"Shit!" Luna yelled, "He disappeared. This is the third time he has done this!" Beelzehoof had vanished.

"Twilight," began Princess Celestia, "here are the books you will need. You have now seen Beelzehoof in the flesh and know his game. Do _not_let him play you or your friends. Be vigilant for any signs."

"Don't you worry. I will not let him play anypony. I will crush any attempts on my friends," Twilight declared assuredly. However her assurance was empty, even if neither she nor Princess Celestia knew it yet. Twilight rushed out of the library with her new spell book eager to start practicing the spells within.

At that moment a shadow laughed, "This will be fun indeed"

The game had begun.


	4. Chapter 4

The game had begun.

Beelzehoof took a moment of self congratulation. Not only had he set up Celestia's student with a spellbook of his choosing, but also got back at Cadance. It was a great day for him so he decided to take time to explore Canterlot Castle. If anypony knew of his return home he would never have a chance to relax; thus he kept to the shadows. The shadows were kind to those who knew them and their ways.

He left the Starswirl the Bearded wing of the library scoffing at its existance. _They remember Starswirl to be some great stallion. He was a drunken fool who would beat his students and sometimes had moments of brilliance. This is what is fondly remembered in Equestria?_

Beelzehoof walked through the garden thinking about what mischief to cause. Cadance had closed the borders to the Crystal Empire, not that it mattered. Meddling with the safety and well being of the Crystal Empire was foolish and even Beelzehoof would not do it. Twilight would also be the only magical student he would mess with. Despite being evil Beelzehoof could bring himself to mess with the young minds. He himself remembered what it was like to be a young unicorn eager to learn magic. Princess Celestia's School for Gifted Unicorns was safe from his meddling.

Beelzehoof wandered over to Celestia's private chambers. They were the same chambers the Watchmaker used so many years ago. Upon entering the room for the first time in thousands of years he was met with all kinds of memories of the Watchmaker. There were the happy ones, such as being chosen with his sister to be one of the Watchmaker's private students. There were also the painful ones of the various tortures the Watchmaker performed on his students for his experiments. All the mutilations and brandings; the poisons and potions. Beelzehoof's Cutie Mark and wing burned at the mere memory.

Beelzehoof wandered around the room looking for the switch that would lead to the Watchmaker's old lab/dungeon. He had to be sure nothing had been disturbed. The fireplace moved aside and the clockwork raised the elevator that leads deep into the crystal caves beneath Canterlot. His heart races as the elevator started to descend. It felt like the descent was into hell itself. A hell where Beelzehoof had no power.

The lab had been used. Beelzehoof could tell even before he got off the elevator. There was a subtle heat given off by residual magic from spells cast within the last week. Beelzehoof started scrambling to find which studies had been reopened. Upon reaching the archive he instinctively checked to see if the Restrictive Talents file had been reopened, not that there was any more work to be put into that project. The restrictions of Cutie Marks were a complete success, but their intent was a failure. Cutie Marks were one only of the things that lead to the Watchmakers downfall. Ponies of that day did not like being restricted to a single life calling like the ponies of today. Beezlehoof didn't hate being evil, but his Cutie Mark didn't give him a choice. _Damn you Watchmaker!_ he cursed.

The file had not been opened and Beelzehoof moved on. He came across one that had and pulled it out. It was a self transformation spell used to make oneself much more powerful at the cost of one's identity. Beelzehoof opened it up to study notes and found that an entry had been added just over a thousand years before then. He read:

"I have finally gotten preparations completed. The spell shall be performed tomorrow before the dawn that will never come. I will be loved. I will be respected. I will be my sister's worst nightmare."

-L

Beelzlehoof smiled. The entry was written by Princess Luna the night before she became Nightmare Moon. Beelzehoof put the file back and continued looking through the archive. A file is missing, he concluded after looking through it three times, and I bet I know where it is. He walked over to the pedestal and confirmed his suspicions. His wings were aflame when he read the label on the folder. Pain tremored his entire being with the memories of the transformations and mutations. This was a natural reaction to reading the title of the project for one who knew it first hoof.

Project Alicorn

_I should destroy it. Do now what I should have done in the first place. This evil should not continue to exist._ He did not destroy it however. Instead he started to read it. Reading it was like reading through his entire foalhood, and a reminder of the Watchmaker's insanity.

"Project Alicorn begins today. I have chosen thirteen talented foals as subjects. They are eager to learn and incredibly bright. They will make excellent pawns in this game to bring pegasi and earth ponies under unicorn control. Each has their own distinct character trait..."

Beelzehoof cracked a smile at the first individual mention of himself, "Subject Six surprised me today with his reading ability. I had given all subjects a twenty volume series on the inner workings of magic, and he comes up to me the next day telling me he has read it all! At first I did not believe him but when quizzed he answered all questions correctly. He even read the Beginners Guide to Clockwork I gave them. The other subjects are barely halfway through the first volume. I have decided to teach Subject Six how to make watches while the other subjects catch up. In other project advancements I have found a place for the lab..."

"Notable group dynamics have began to unfold. Apparently Subject Six and Subject Nine are already acquainted. This seems to have stunted their bonding with the other subjects as they mostly only communicate with each other. They are outsiders where they should be harmonious with the rest of the group. Jealousy has also appeared amongst the group. As I feared Subject Six's reading abilities has put him farther and farther ahead of the group in terms of theory. Subject Ten has shown remarkable ability in mastering new spells and Subject One resents the entire group as she is always the last to do anything. I must find a way to bring this group together if Project Alicorn is to succeed. Subject Seven has..."

"Today I introduced the subjects to the lab. All of them had mastered their studies much quicker than expected. They have divided themselves up based on their talents to maximize productivity. This was unexpected, but saves time as I do not need to do it myself. All of them have their own watches they made themselves. I have assigned them all projects to work on to get them accustomed to the lab. Soon we will see..."

"The group dynamics have really advanced since first noted. Subject Six and Subject One have moved really close in the past few days. It started where Subject Six took Subject One under his wing figuratively speaking (hopefully not for long) to help her out. Now it seems as though the two have gotten romantically involved. Subject Nine seemed disappointed by this development and almost in spite she started getting involved with Subject Thirteen. This gives me an idea for a possible breeding program should we succeed..."

_The Watchmaker never was good at picking out behavioural patterns. He didn't notice them until they were wiping their ass with his face. Even then he could not identify what was really going on. It was the other way around._

"Subject Six is advancing his work onto Project Alicorn before intended. He and Subject One have recently chosen a research topic involving the biology of pegasi and their wings. He wants to know why they have wings and if it is possible to replicate them onto a non-pegasus. She has aided him in every project thus far and seems to be good at discovering the overlooked detail. They have outsourced to Subject Nine and Subject Thirteen for help. Playtime is over. It is time to begin our work on ruling Equestria."

"Tragedy and success. Today we succeeded in transforming all the test subjects into alicorns. Subject One solved the problem we were having with the amount of magic required for the spell. She purposed I use the spell from the Restrictive Talents project to focus her magical ability. She would also draw energy out of the magical crystals used in the Tartarus portal to truly maximize her magical output. It seemed logical. She cast the spell successfully but its sheer energy destroyed her. Now we need more magical crystals to power the portal."

A tear fell from Beelzehoof's face as he read this passage. There are some nights he gets the nightmares.

_His back burns as he grows new limbs and his horn feels as if it is going to explode. It all subsides and twelve of them have grown wings. One didn't. He runs up to embrace his one love but she is empty. The spell consumed her. All that remains is a shell that turns to dust. The one His love is gone. His sister tries to comfort him but all that escapes his lips is a sustained scream filled with his agony. His soul left him in that scream..._

Beelzehoof went on reading. The next few pages were bland to him. They told of the difficulties and side effects the twelve had to live with. He was mention less frequently in this stage of the project. Eventually he came across an interesting entry, the birth of Celestia.

"Subject Nine and Subject Thirteen had their foal today. To my delight she was born with wings and a horn. The wings seem to be natural and no side effects. This shows promise for the future of the alicorn race, and the sustainability of unicorn control..."

Eventually he reached the final entry by the Watchmaker.

"Project Alicorn was a success, but unicorn control is a failure. Only Subject Six and the offspring of Subject Nine and Subject Thirteen remain. Subject Six is leading an open rebellion against me. I have been branded a monster. My attempts to control Subject Six have failed. Even marking him for chaos with Restrictive Talents spell did not stop him. I have successfully bound everypony in Equestria with it. That will be my legacy, as I disappear tomorrow when I meet the rebellion face on. In a year or so Project Discord shall be unleashed. If unicorns shall not rule Equestria then chaos shall. My only regret is that I won't get to observe how Subject Six will react."

Beelzehoof turned the page to see that more entries had been written. The first of the new entries was dated to be ten years after Luna's discovery of the lab.

"I have discovered this lab hidden beneath the castle. I do not know who it belongs to or when it was used. I found left out a spell that was performed ten years ago. Luna must have found this place and cast the spell she left out. I found this file beside it. My first instinct when I read this file was to destroy it, until I read about myself and my sister. I am curious as to who Subject Six is and what became of him. I assume Subject Nine and Subject Thirteen are Mother and Father since the description of their foal sounds familiar. This research concerns me. I must learn everything I can about it."

Princess Celestia had discovered the lab and used the file on Project Alicorn to store notes on her research into the project itself. It took her two years to discover that Subject Six was Beelzehoof. After that the entries got spaced farther and farther apart until there was a gap of three hundred years. The entry told of Celestia forming a magic school for advanced unicorns, and that she would not be following in the Watchmaker's footsteps. This was invalidated by her next entry three hundred years later.

"I have decided to take a foal under my wing as her private teacher. She has great power and much potential. She would make a fine alicorn. I have decided to reopen Project Alicron. My intentions are pure. I will not subject this foal to any of the tortures my parents went through. I will find another way."

The entries went of describe various achievements Twilight Sparkle gained, as well as various tweaks to the original formulas. There was also a disturbing entry detailing what Celestia used as test subjects. She would use criminals in the dungeon. There were even pictures of the results of her experiments. She did seem to be making headway, however. An entry dated a year after Nightmare Moon's escape written by Luna caught Beelzehoof's eye.

"Celestia has taken me back to the lab under the castle. I am not happy to be back here, and more shocked to see that Tia has reopened one of the projects. She intends to turn Twilight Sparkle into an alicorn like us. I am horrified by the contents in this file, but also comforted by the progress my sister made. Twilight won't suffer like Mother and Father. I can't endorse any project down here after what happened the last time I cast one of these spells. My aid in this project will be little. That said, what I suggest..."

* * *

Beelzehoof cast a spell to conceal his horn and disguised himself as a pegasus gardener as he went into the Royal Canterlot Garden. The time was six o'clock and the sun was still high in the sky. He stopped in a clearing in front of a statue and began doing the exercises he needed to do ever since he became an alicorn. If he missed one day his wings would fall off and the wounds would result in death via blood loss. The exercises also put him in a zen like state. Even the devil appreciates a little inner peace.

Upon finishing he decided to go back to the library. Something was driving him there. When he got the he found Celestia and Luna locked in an intense argument.

* * *

"The answer is no Luna. The sun is what protects from the night. I will not weaken it's intensity just so you can look out a freaking window!"

"But I am sick of staying constantly in the dark." Luna replied desperately. This argument was not going in her favour.

"Oh I am sorry. I thought you wanted eternal darkness. Have you decided it isn't to your liking?" Celestia replied cruelly.

Luna did not respond, only curl up on the floor as a foal might. Not getting a response Celestia left the library, and her sister to the darkness. Luna started to cry. She was overwhelmed with emotion. Her sister was increasingly hostile, and Luna had nopony she could talk to. She was alone. Another sob escaped her, and Luna felt a pat on her back comforting her. She looked up to see who it was, and even dared to hope it was her sister. Instead it was the last pony she wanted to see.

"And what the hell do you want! Enjoying the sideshow?" Luna screamed at Beezlehoof's face. Spit flew from her mouth in her rage. Beelzehoof made no effort to avoid the spray. He just sat down and remained silent. The silence lasted for about a minute. It was starting to make Luna feel uncomfortable so she repeated her question. This time he did answer.

"No," said Beelzehoof as he looked her in the eye. Beelzehoof's sudden burst of sympathy caught Luna off guard.

"Ok, I am not in the mood for this right now. What is your game? Lets get it over with," she said exasperated.

"You," Beelzehoof answered, "you cry here alone in the dark. You have nopony to comfort you. You are lonely. I offer you a shoulder to cry on." Beelzehoof's word were entirely sincere. This left Luna lost. On one hoof she had a pony offering to listen to her and comfort her in this dark time. On the other hoof, this pony was Beelzehoof. Luna choose not to play this game.

"Why should I trust you. You are a killer, a liar and a cheat. You can answer me a question however. Why did you kill the guard last night. What did he do? Did he see you, or was he simply convenient." Beelzehoof chuckled to this._ Ah, here is the Beelzehoof I know,_ thought Luna. She was not prepared for his reply.

"Well that was an accurate description of my character. I do lie, I do cheat, and I am most certainly a killer. These are not my only traits though. You make me sound like one who kills for killing sake. I did not kill that guard last night. I do not kill unless I have no other option."

"Why should I believe you?" Luna said with disgust. She found it hard to believe that Beezlehoof had any sort of code. Once again he surprised looked right into her eyes. His eyes told that he had just been insulted greatly. He looked dangerous and Luna was afraid of his retaliation. His retaliation was not with magic, but with words.

"Luna, listen to me," he said intensely. This was the first time he had called her by her real name. All doudts Luna had were washed away. "I don't kill for fun."

"I- I..." Luna started to cry yet again. It was all too much. Beelzehoof was furious with her. He could seriously hurt her without much effort. He didn't.

"It is ok. I don't blame you at all for not trusting me. Hell, I wouldn't trust me. Tell you what. Ask me anything, anything at all and I will answer truthfully," Beelzehoof said. Luna did want to talk to somepony. She admitted to herself that she did find his offer attractive but she decided to remain skeptical.

"What would I ask you?" Luna said. She still thought Beezlehoof had an agenda. She might as well play along.

"I don't know, Project Alicorn maybe?" he said.

"Ah-" Luna managed to squeeze out. She did not expect Beelzehoof to want to talk about that._ He knows,_ she realized,_ now what does he want?_

"Oh don't act so surprised or, god forbid, clueless. I know your sister reopened that project, and that you are working on it as well. Subject Six stands before you. Ask me a question. Ask me a question, and I will give you the truth. This is pretty low risk for you, Luna. What have you to lose?"

_Subject Six? Yes, Beelzehoof was-is Subject Six. If he is Subject Six, than that means he must know-_

Luna knew what she was going to ask, "You knew Mother and Father?"

"An interesting question. Yeah I knew them. I lived side by side with them for near fifteen years," Beelzehoof answered.

"What were they like?" Luna asked. She put some faith in Beelzehoof's promise to be truthful. She never knew her parents. They had both perished before her memory began to from. Celestia had told Luna stories about them. The stories were light on detail. Luna could tell that her sister didn't remember very much. She too had been young when their parents went away._ Beezlehoof lived with them for fifteen years. He must be able to tell me more._

"Your mother," he began, "was a hell of a mare. She was kind, sensitive and beautiful. She was talented, powerful and strong willed. She was gentle, but also had a bit of a wicked streak in her. You remind me so much of her, Luna." he told fondly.

Luna was flattered. Beelzehoof had just told her she reminded him of a mare that was very important in the lives of other. He talked with a passion about her. He was sincere, and Luna started trusting his promise to tell the truth.

"What was father like?" Luna asked.

Beelzehoof hesitated a little bit, then answered, "I hated him. He was insensitive, arrogant and too proud to admit when he made a mistake. I have no idea what any mare ever saw in him. He was rude, loud and so up tight. I always said he needed to get laid. Maybe then he would have relaxed a little. But- I guess I am more aware of his flaws than anyone else."

"Why?" Luna asked. She was enjoying hearing about how another thought of her parents. It proved to her that they were actual ponies and not figures made up by her sister. It somehow made Luna actually feel like they did love her, and not Celestia telling her they did. _They actually lived!_

"I guess I didn't like the prick because he was banging my twin sister. That's not fair, let me try thatagain. Your mother and I were always very close and I guess in my mind he kind of stole her from me. I understand it is actually pretty common for a pony to feel this way when a sibling they are close to moves on and finds someone else. It feels invasive."

Silence fell for a few seconds.

"Your tw- twin sister? You and mother-you and mother are twins? You're my-" The news hit her like a stampede. Her uncle was evil. She started to cry again from the sheer weight of the revelation. She looked up at Beelzehoof expecting to see his laughing smile, but the nature of Beelzehoof's game continued to puzzle. He put his hoof on her back to comfort her again. He spoke softly and even had a little pain in his voice.

"Equestria can never really be freed of chaos. Chaos will always exist. Chaos will always find you. You can't choose your family. No longer can anypony chose to do multiple things. Their whole life constricted to one calling. You can't stop a loved one from dying. You can't control their decisions. All you can do is live and ever curse the chaos."

_Drip Drip Drip Drip Drip Drip_

This was the sound of Beelzehoof's tears. He was no openly sobbing but he made no attempt to hide them. Luna was again faced with a dilemma. On one hoof Beelzehoof had laid his soul out before her to gain her trust (and it worked) but on the other this could all be a trick and Beelzehoof had found a new low.

_I am going to believe him,_ she decided,_ at the risk that this is some cruel joke._ "Do what to hear what is bothering me now?" she whispered in his ear. Beelzehoof seemed relatable now that Luna had seen him vulnerable. He didn't say anything but gestured to the affirmative. Luna tried to think of what to say. It felt awkward to talk about what's bothering her to anypony.

"Um, well, lets see here. I am bloody sick and tired of being in the dark. My sister refuses to lessen the sun so I won't get burned every bloody time I walk near a bloody window. I am fed up with her bloody attitude and moral superiority. Like she is so bloody perfect! My subjects are going to be slaughtered tonight and every bloody night for the foreseeable future. I am the reason for their pain. I almost bloody well killed the Element of Generosity. My only bloody friend in all this is you. Right now though, none of that is bothering me so bloody much. The worst bloody thing in my life is that I am hungry." Luna was no longer sad. Talking about her problems let her see the injustice in it. Now she was angry.

"Well that certainly was an interesting choice in words there Luna," Beelzehoof replied. His eyes were now dry and so was his smile. He was back to his regular temperament.. Most of it, "Let me help you out with some of that. Don't get your hopes up for anything drastic. Our deal still stands, but I can do a slight alteration to your curse and, I can help you with the hunger issue. Lets go for a walk to your new grocery store." Beelzehoof got up and started moving toward to the library door.

"I will burn up. This sun is still shining through the windows!" Luna shouted.

"Oh I think not. Your curse has been altered so that now you can look out a window. Your sister I am sure is in for a midnight tan when she looks at the full moon tonight."

Luna caught what Beelzehoof meant. Good, she thought, serves the bitch right. Luna followed Beelzehoof into the hall and he motioned to go in the direction that lead opposite the throne room. Luna did not ask where they were going. The thought had occurred to her that perhaps Beelzehoof was manipulating her but she didn't care. They passed by a room where raised voices could be heard inside. Shining Armour and Cadance were having an intense argument. The door burst open and Shining Armour came storming out. Luna panicked because she did not want to be seen with Beelzehoof. Fortunately he had disappeared and Luna relaxed. Cadance came out of the room shortly after Shining Armour. The two went opposite ways down the hallway.

"Yikes," Luna heard Beelzehoof say.

Wait. Where does Cadance fit in to Project Alicorn? Luna wondered. Beelzehoof materialized behind the door that had been flung open and Luna asked him.

"She doesn't," he answered when asked, "as far as Project Alicorn goes Cadance is not a real alicorn. She flys alright but she can barely cast a spell that doesn't involve emotions. Her 'Cutie Mark' is also too old for her. Based of the magical signatures it gives off I would say she got it around the same time the Watchmaker cast the Restrictive Talents spell on the Crystal Empire."

"The what?" Luna asked. She had no idea what he was talking about.

"Next time you are in the lab read the file called Restrictive Talents. It was your parents masterpiece. Read it with caution. Anyhow back to Cadance's 'Cutie Mark.' She got hers two months after you got yours, and a week before your parents were executed."

"Executed? Wha-why!" Luna asked. Nopony had ever told her that her parents were executed. I bet Celestia knew and never told me!

"It is a long story. One that will take lots of time and preparation to tell- ah shit! Quick, do you remember the spell you used to mist yourself when you were Nightmare Moon?" Beelzehoof asked.

"Umm, yes," Luna answered, "why?"

"Because this hallway is too sunny for you, and your sister is walking this way. The spell you need to cast is similar. Instead of focusing on turning to a vapour, focus on letting yourself be covered by veil. Good, very good now, cast the spell and yourself into that corner-No! Don't use so much magic otherwise you won't be able to release the spell! Try again. Ok you got it and ah-"

Luna was hiding in plain sight as her sister walked by. Celestia passed without any incident. After a minute Luna felt a hoof on the back of her neck.

"Now release," Beelzehoof whispered into her ear. She released the spell and it was if a dark cloudy lense had been removed that Luna had not noticed was there.

"What did I just do?" Luna asked.

"Hid in the shadows. Back to answering your question on Cadance. I believe she is older than she looks but she has only lived as long as she says she has. There were some weird magical experiments done in the Crystal Empire back in those days. I believe she got hit with some chronomancer's spell and got launched into the future." Beelzehoof explained.

"Chronomancy is a dead art," Luna exclaimed.

"Your welcome. It was dangerous. Necromancy is a levitation spell compared to it," Beelzehoof said sternly.

"You- nevermind. Back to what you were just saying. You have explained the inconsistencies with her Cutie Mark. I don't understand at all what you mean by that or why it is important, but moving on. Why does she have wings and a horn, and what does this have to do with her being from the far past?" Luna asked.

"I don't know. I have theories, but nothing solid," he admitted.

"Share one of them," Luna requested.

"Alright, this is the one I am leaning toward. Cadance is part changeling and part crystal pony. Her origins definitely stem from the Crystal Empire. When I probed her memories I found traces of the Crystal Empire as it was back in those days. She also has some traces of changeling magic in her and she does sometimes exhibit slight changeling behaviour out of what seems like instinct. Her appearance is also just a little too perfect. I believe she has grown up in a disguise her whole life. I don't think she is aware of this. Finally, I believe her mother was a changeling queen and her father was a crystal pony."

"You sure she isn't actually a changeling?" Luna asked.

"Naw, she could pass any changeling test you give her. I don't think she has enough changeling magic in her to revert to a true form she may or may not even have. Still, it does put a little irony on her wedding day."

"And you know all this, how?" Luna wondered.

"Well, I had to examine her up close several times. It wasn't actually too hard to do," Beelzehoof answered with a smile.

"So you and Cadance, that was just an excuse to examine her?" Luna asked him.

"Meh," said Beelzehoof passively. They reached a door. "We are here," Beelzehoof said.

The dungeon? Luna was starting to get the idea. They went down into the bowels of Canterlot Castle where the most dangerous criminals were kept.

"Who do you like?" Beelzehoof asked. "Take your pick. All these ponies are already dead. Thier fate is to be Project Alicorn test subjects. Give them a more merciful death." Beelzehoof said perhaps a little too bluntly.

"I-I," Luna did not know how to respond. She could kill and eat the prisoners sentenced to a worse death. Beelzehoof had a point. _That's his game. He is going to help me get through this time, get me fed, but in the meantime make me the executioner. Seems like a fair trade. I can kill only those pony's who deserve death._

"One more thing, Nightmare Moon," Beelzehoof whispered into her ear, "Lets definitely do this again soon, but is a soul finds out we are done. Do you understand me?"

"Yes. I understand you, Uncle," Luna said. When she turned to face him he was gone. This no longer bothered her, for she now knows how he disappeared. She also had a meal to choose. She choose a pegasus who killed six ponies before he was caught._ Equestria will be better off without you._ It was seven o'clock when Luna finished feeding. She took her to savor the taste and the texture of her new diet. It was time for her to bring in the night. She slipped into shadow for the walk back to her chambers. It was a good day for her.

* * *

The same could not be said for Rarity. Sweetie Belle found her sister passed out at the kitchen table. Sweetie Belle called for help when Rarity would not wake up and she was rushed to the hospital. It was discovered she had lost a lot of blood; So much blood in fact that it amazed doctors Rarity was even alive at all. After multiple transfusions Rarity made an amazing recovery that amazed the doctors even more. She was released before noon. The trip home was uncomfortable for Rarity. Her coat burned the whole time. Once she got home she went to bed to rest and slept the day. In her sleep she kept tossing and turning but never once woke up until nightfall. When Rarity woke up she was changed. By the next morning her friends followed suit, but all in their own ways.

It was a hell of a night.


	5. Chapter 5

"Hey, watch it!" Spike shouted as he narrowly avoided Twilight's rogue spell. As soon as she got home she had been casting the spells in her new book non-stop. Spike could tell that the spells she was casting were dangerous. "Maybe you should stop."

"I can't Spike," retorted the unicorn, "Princess Celestia is depending on me to find ways to counter Beelzehoof's magic. She gave me this spellbook to study. Why would she do that unless she wanted me to learn these spells?"

"Those spells seem to be the kinds of spells that Beelzehoof would cast! Are you sure you were supposed to learn them?" Spike pleaded.

"Maybe this is how I am supposed to identify his work. I need to be vigilant," Twilight stubbornly replied. Spike knew trying to reason with Twilight like this was pointless, so he left the library to get some fresh air.

Upon going outside, his face was met with the cool kiss of the night air. Spike knew from Twilight just how dangerous it was to go outside, but the sun had just gone down so how dangerous could it be? In the distance he thought he saw a figure leave Rarity's boutique. He decided to go investigate to see if Rarity was alright, but soon regretted that decision. He got halfway from the library when something swooped and knocked him on his back. The pegasus that had side tackled him had pinned him to the ground.

"Rainbow Da-" he got halfway through saying when he realized that this wasn't Rainbow Dash pulling some prank. He was face to face with a predator, with him playing the role of prey. _This is the end!_

"Oo lookie here," the pegasus began taunting, "a little baby dragon out for an evening stroll. Don't you know it is dangerous after dark?" The pegasus laughed a chilled, relaxed laugh. She spoke softly with a coolness that suggested a calm peace of a vast frozen expanse. "It has been a long time since I have feasted on dragon, and never a baby dragon. Do you know what this is?"

A cloud that had been covering the moon had been blown away with the dark silent wind of the night. The street was bathed in pale moonlight, and Spike was able to get a good look at the mare. Her coat, mane and eyes all matched her voice. They were dark yet oddly peaceful. Serene was a word that could be used to describe her entire being. "Your lucky day?" Spike replied hesitantly.

The mare laughed again, but this time her voice contained traced of malice and intent. "Yes, it is my lucky day little dragon, or rather, my lucky night. Tonight I feast. I am tired of this petty exchange. I never did like noisy food." Her fangs seemed to shine in the dim moonlight. Spike closed his eyes. He did not want the neck of this clod mare to be the last thing in life he saw.

"What are you doing? Get out of here!"THMP The vampony that had Spike hostage suddenly high tailed it and ran. Spike open his eyes to see a friendly looking unicorn with a black face standing over him. "Are you alright little dragon?" he asked.

"Yeah," Spike answered.

"I am glad to hear it," Spike's saviour said smiling. His smile was warm and inviting as opposed to the cool distance his attacker had. "It is dangerous at night. The Princess has a curfew in place after dark. What are you doing outside?" he asked.

"I was going to check on a friend. I think she may have been attacked in her own house last night. I was going to check on her," Spike answered.

"I doubt she was unless she invited the attacker into her home," replied the unicorn.

"What? How would you know this?" Spike asked suspicious.

"Creatures of the night such as these are my devoted life's study. For you see, that is why I am out at this night. The vampony who attacked you is one of the more notoriously cruel and bastardly resourceful vamponies I have ever encountered. Her name is Serenity, and I fear that she has taken up Ponyville as her hunting grounds." answered the unicorn.

"Wow," said Spike amazed with the stranger, "I wish I could know so much."

"Oh but you can," replied the stranger with a smile.

"How?" asked Spike. _If I knew half of what this pony knows I can be a great help to Twilight!_ Desire was starting to well up within Spike. It was the kind of desire that dragons get when they want something regardless of the cost. This made him vulnerable to the black stranger's suggestion.

"It would be merely one of the things you would be able to do as a Seniorem Draconus." Seniorem Draconus. Elder Dragon. Spike had not expected to hear some dragon lore among ponies. Every dragon dreams of being an Elder Dragon. Elder Dragons are immortal unless killed, which is very hard to do. Seniorem Draconus possess terrible power far greater than even alicorn magic.

Spike's voice faltered when he spoke, "But... I'd need to be marked. There are few who possess the knowledge let alone the power to pull it off."

"Luckily for you, I do possess both. It is your choice, do you want it, or not?"

"I..." Spike did not know what to do. The desire for power was strong but he was still able to think somewhat rationally. A small part of him was throwing out doubts toward everything the black faced unicorn had said. Sadly this voice did not scream loud enough. "Do it."  
Magic pulsed out of the unicorn's horn and engulfed Spike. His whole body went numb and an image of clouds seared into Spike's mind. _Weather! I am going to be a master of the weather!_ The magic died down shortly thereafter and realizations came to Spike like a whirlwind.

He remembered Twilight's warning about Beelzehoof's meddling. The voice of reason he ignored before returned with a vengeance.

_Wait, if that vampony was so dangerous, then why would it be scared of some random unicorn? Isn't it also convenient that he happens to know about the most well protected secret in dragon lore? Sure, he claims to be a scholar and a scholar may have learned about it, but how many scholars know how to actually perform the ritual, let alone have the power? All this seems to add up to one fact._

"Beezlehoof, I presume," Spike said. His voice sounded the same, but felt different in his throat.

"Yes, Spike?" The unicorn removed a cloak he was wearing to reveal a pair of wings. To Spike, Beezlehoof did not look like Twilight's description. Instead of evil his face displayed sport.

"What did you do to me?" Spike asked.

"Exactly what I said I would. You are now Seniorem Draconus, though you will have to grow into the whole wisdom and master of the elements thing. You are, however, rather observant. That's cool," Beelzehoof taunted. Spike smiled.

"Now I can notice where you have been meddling. I can really help Twilight," Spike said triumphantly. He was actually naive enough to think he cheated the devil.

"No, you can't tell Twilight anything. Remember when she warned against my meddling? You not only have fallen victim, but did so out of your own free will. How will dear old Twilight Sparkle react when she finds out her number one assistant betrayed her? Can you really guarantee your own safety, especially with Twilight practicing those advanced magics?"

"Twilight would never hurt me!" Spike retorted. The very idea was inconcievable to the baby dragon.

"Can you be sure? I mean a hundred and sixteen percent sure, that Twilight would let something like this slide. She was assigned the role of sentinel from Princess Celestia. What is more important to her, I wonder?"

"I-" Beelzehoof had Spike trapped, and Spike had to admit defeat. His own greed and lust for power had gotten the best of him. _I'm only dragon_, Spike told himself in effort to deceive himself to the gravity of the situation. It was to no avail.

"What am I supposed to do!?" cried Spike in desperation.

"Find a friend you can trust. I am sure you will find them in short supply in the days to come," Beelzehoof said, then disappeared into shadow...


End file.
